FIFTH AMENDMENT TO REVOLVING CREDIT AND SECURITY AGREEMENT

Exhibit 10.26

FIFTH AMENDMENT TO REVOLVING CREDIT AND SECURITY AGREEMENT

THIS FIFTH AMENDMENT TO REVOLVING CREDIT AND SECURITY AGREEMENT, dated as of May 5, 2008 (this “Amendment”), relating to the Credit Agreement referenced below, is by and among PHOSPHATE HOLDINGS, INC., a Delaware corporation, and MISSISSIPPI PHOSPHATES CORPORATION, a Delaware corporation (collectively, the “Borrowers”), the lenders identified on the signature pages thereto (the “Lenders”), and PNC Bank, National Association, a national banking association, as agent for the Lenders (in such capacity, the “Agent”). Terms used herein but not otherwise defined herein shall have the meanings provided to such terms in the Credit Agreement.

W I T N E S S E T H

WHEREAS, a $18,000,000 credit facility has been extended to the Borrowers pursuant to the terms of that certain Revolving Credit and Security Agreement dated as of March 24, 2005, as amended as of February 27, 2006, August 23, 2006, March 23, 2007 and as of December 20, 2007 (as amended and modified from time to time, the “Credit Agreement”) among the Borrowers, the Lenders identified therein, and PNC Bank, National Association, as agent for the Lenders;

WHEREAS, the Borrowers have requested certain modifications to the Credit Agreement;

WHEREAS, the Lenders have agreed to the requested modifications on the terms and conditions set forth herein;

NOW, THEREFORE, IN CONSIDERATION of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Amendments. The Credit Agreement is amended as set forth below:

(a) The definition of “Maximum Revolving Advance Amount” in Section 1.2 is amended to read as follows:

“Maximum Revolving Advance Amount” shall mean $27,000,000.”

(b) Section 2.1(a)(ii) is amended to read as follows:

“(ii) up to the lesser of (A) 65%, subject to the provisions of Section 2.1(b) hereof, of the value of the Eligible Inventory, (B) 85% of the appraised net orderly liquidation value of Eligible Inventory (as evidenced by an Inventory appraisal satisfactory to Agent in its sole discretion exercised in good faith) or (C) $16,000,000 in the aggregate at any one time (“Inventory Advance Rate”), plus.”

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(c) Section 3.3(b) is amended to read as follows:

“(c) Facility Fee.

Borrowers shall pay to Agent a fee for the ratable benefit of Lenders in an amount equal to (0.40%) per annum multiplied by the amount by which the Maximum Revolving Advance Amount exceeds the average daily unpaid balance of the Revolving Advances plus the aggregate amount of any outstanding Letters of Credit that are available to be drawn during each calendar quarter. Such fee shall be payable to Agent in arrears on the first day of each calendar quarter with respect to the previous calendar quarter.”

2. Amendment Fee. The Borrowers agree to pay the Agent an amendment fee of $60,000.

3. Representations and Warranties. The Borrowers hereby represent and warrant in connection herewith that as of the date hereof (after giving effect hereto) (i) the representations and warranties set forth in Article V of the Credit Agreement are true and correct in all material respects (except those which expressly relate to an earlier date), and (ii) no Default or Event of Default has occurred and is continuing under the Credit Agreement.

4. Acknowledgments, Affirmations and Agreements. The Borrowers (i) acknowledge and consent to all of the terms and conditions of this Amendment and (ii) affirm all of their obligations under the Credit Agreement and the Other Documents.

5. Credit Agreement. Except as expressly modified hereby, all of the terms and provisions of the Credit Agreement remain in full force and effect.

6. Expenses. The Borrowers agree to pay all reasonable costs and expenses in connection with the preparation, execution and delivery of this Amendment, including the reasonable fees and expenses of the Agent’s legal counsel.

7. Counterparts. This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original. It shall not be necessary in making proof of this Amendment to produce or account for more than one such counterpart.

8. Governing Law. This Amendment shall be deemed to be a contract under, and shall for all purposes be construed in accordance with, the laws of the State of North Carolina.

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IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this Amendment to be duly executed and delivered as of the date first above written.

BORROWERS:		PHOSPHATE HOLDINGS, INC., a Delaware corporation
		By: /s/ X.X. XxXxxx
		Name:  X.X. XxXxxx
		Title:    Chief Operating Officer
		MISSISSIPPI PHOSPHATES CORPORATION, a Delaware corporation
		By: /s/ X.X. XxXxxx
		Name:  X.X. XxXxxx
		Title:    Chief Operating Officer
AGENT AND LENDER:		PNC BANK, NATIONAL ASSOCIATION, in its capacity as Agent and as Lender
		By: /s/ Xxxxxx Xxxxxxx
		Name:  Xxxxxx Xxxxxxx
		Title:    Vice-President